Bylaws

BYLAWS

CHAPTER 1

Membership

Section 1.  Classifications of Membership

The classifications of membership in the FLAGD shall be the same as those determined by the AGD House of Delegates.

Section 2.  Removal From One Jurisdiction to Another

A member who has changed the location of his/her practice from the jurisdiction of one constituent AGD to that of another constituent AGD may maintain membership in the original constituent AGD of which he/she is a member for only one (1) full calendar year following that of his/her removal from the jurisdiction of such AGD.

CHAPTER II

Dues, Assessments and Processing Fees

Section 1.  Membership Dues

Membership dues shall be payable on the first day of January of each year.  Constituent dues for all Florida AGD members shall be determined by a majority vote by the Florida AGD Board of Directors, in accordance with these Bylaws and are in addition to AGD dues.

Eligibility for waived constituent dues by membership classification will be determined by the Florida AGD Board of Directors.

Section 2.  Active Members Enrolled After July 1

The dues for members enrolled between July 1 and September 30 shall be fifty (50) percent of regular constituent dues.

Section 3.  Active Members Enrolled after October 1st

Active Members enrolled after October 1st of any year shall be applied to the next calendar year.  The individual’s date of membership shall be based on the date of receipt of their application.

Section 4.  Loss of Membership and Reinstatement

  1. A member whose current dues have not been paid by March 31 of the current year shall cease to be a member of the AGD and the Florida AGD; the individual may secure reinstatement by paying the amount due prior to the end of the calendar year.  If, by December 31st of any given year, the amount due remains unpaid, the individual may secure reinstatement as a member for that given year by fully paying his or her dues.  Once such a member is reinstated, he or she may reclaim credit for any continuing education credits he or she obtained while an active member of the AGD.
  2. As a result of judicial procedure:
  3. The FLAGD may cause an individual to lose his or her membership either temporarily or permanently as provided in Chapter XII, Section 1.A.  The AGD’s Council on Constitution and Bylaws and Judicial Procedures may cause an individual who is not affiliated with a constituent AGD to lose his or her membership as provided in Chapter XII, Section 2 of the AGD’s Bylaws.
  4. A member under suspension is automatically reinstated at the end of the suspension period as specified by the FLAGD Board of Directors and/or the AGD Council on Constitution and Bylaws and Judicial Procedures.
  5. A member who is expelled from the organization may not be reinstated until such time as the expulsion is lifted by the FLAGD Board of Directors or an appeal to the AGD Council on Constitution and Bylaws and Judicial Procedures.

Section 5.  Special Considerations

  1. Disability:

A member of this AGD who is totally disabled for a period of at least four (4)  months and who is unable to engage in the duties of the dental profession and who is a member in good standing at the time total disability was incurred shall be exempt from the payment of dues and shall be in good standing during the period of total disability.

  1. A totally disabled member, other than one totally disabled during active  military service, may apply for a dues waiver by submitting to the FLAGD a medical certificate signed by a physician attesting to total disability. This certificate and a form signed by the Constituent Secretary shall be forwarded to the National Headquarters to affect the dues waiver.
  2. During the period of exemption from dues, further verification of disability may be requested by the FLAGD.
  3. Charitable Service:

A member who is serving dentistry full-time for a charitable organization and is receiving neither income nor salary, other than subsistence income for such charitable services, shall pay the same dues as a retired member, due January 1 of each year provided that such charitable service is being performed continuously for at least one (1) year and provided that the member does not supplement such subsistence income by the performance of services as a member of the faculty of a dental school, as a dental administrator or consultant, or as a practitioner of any activity for which a license to practice dentistry or dental hygiene is required.

  1. Leave of Absence
  2. A member in good standing who has temporarily left the practice of dentistry for reasons of child-rearing, family tragedy or personal health problems, for at least six (6) months and intends to be out of the practice of dentistry for more than one (1) year, may be granted a leave of absence based on a form received by the Constituent Secretary and approved by the FLAGD Board of Directors which shall be forwarded to the National Headquarters to effect the leave.
  3. Dues will be the same as that established for retired members and pertain to the new calendar year, with dues to resume at the appropriate rate for the following year unless the leave of absence is extended by action of the FLAGD Board.
  4. Leave of absence status is limited to three (3) consecutive years.
  5. Members who have allowed their membership in the AGD to lapse may not take advantage of this provision unless their dues have been fully paid for the year in which the need for a leave started.
  6. Consideration for granting a leave of absence will not be granted to any member whose license is currently revoked or suspended.

CHAPTER III

General Assembly

Section 1.  Governing Body

The supreme governing body of the FLAGD shall be the General Assembly consisting of active, retired, part-time, and emeritus members who attend and vote at the Annual Business Meeting.

Section 2.  Powers

The General Assembly shall have the following powers:

  1. To be the supreme legislative body of the FLAGD.
  2. To determine the policies which will govern the FLAGD in all its activities.
  3. To elect the Officers and Members of the Board of Directors as well as Delegates to the Academy of General Dentistry and to act upon requests from the Board for removal of a Director or Officer.
  4. To enact, amend, and repeal the Constitution and Bylaws of the FLAGD.
  5. To serve as the final court of appeals for decisions of the Board of Directors and  the Officers on any disciplinary action taken against any member of the FLAGD.
  6. To grant, suspend or revoke charters of Component Academies.

Section 3.  Sessions

The General Assembly shall meet at least once a year at a time and place designated by the Board of Directors.  The General Assembly may be called into session upon the call of the President with the approval of the Board of Directors, or by petition signed by at least twenty-five (25) members of the FLAGD.  Written Notice of this Business Meeting must be mailed or electronically transmitted by the Secretary to all members of the FLAGD at least thirty (30) days prior to such business meeting.

Section 4.  Order of Business

The following must be included in the order of business at the annual business meeting:

  1. Call to order by the President.
  2. Minutes of the previous session.
  3. Reports of the President, Secretary and Treasurer and other appropriate Officers.
  4. Reports of Councils and Committees.
  5. A report of the Board of Directors by the Secretary.
  6. Unfinished business.
  7. New business.
  8. Report of the Nominating Committee.
  9. Election of Officers.
  10. Adjournment.

Section 5.  Quorum

A quorum at the FLAGD General Assembly shall consist of at least twenty-five (25) active and/or emeritus members.

Section 6.  Rules of Order

Sturgis, Standard Code of Parliamentary Procedure (most recent edition), shall govern the deliberations of the FLAGD in all cases where it does not conflict with the Constitution and Bylaws.

 

CHAPTER IV

Board of Directors

Section 1. Composition

The Board of Directors shall consist of voting members including the President, President-Elect, Vice President, Secretary, Treasurer, Editor, the Immediate Past-President, collectively known as the Executive Committee, and three (3) or more members elected at large by the General Assembly at the Annual Business Meeting.   These members shall be known as Directors at Large.  Directors at large serve a one year term and may be eligible for re-election for up to three (3) additional one-year terms.

The voting members of the Board shall also include one Director for up to 100 active AGD members, plus one Director per additional hundred active AGD members or portion thereof, from each of the recognized State Component Academies for one year terms.  These Board Members shall be referred to as Component Directors.

Alternate Component Directors may attend meetings of the Board with the right to enter into discussion upon recognition by the Chair, but without the right to make motions or vote except when serving as a replacement for their Component Director.

The Chairperson of the Board of Directors shall be the President.  In the absence of the President, the President-Elect shall preside at meetings of the Board.

Section 2.  Meetings of the Board of Directors

The Board of Directors shall meet at the call of the President and shall be required to meet in person at least twice a year.  The Secretary shall assume the responsibility for advising each member of the Board of the meeting at least twenty (20) days in advance.  A majority of the Board of Directors shall constitute a quorum.

Board of Directors and Committee or Council meetings may be held electronically, via teleconference or videoconference, as long as proper notification has been given to all members, a quorum is present, each member is given an opportunity to express his or her views and listen to the views of others, and any vote taken at an electronic meeting is confirmed by written ratification.

Section 3.  Duties and Powers of the Board of Directors

It shall be the power and duty of the Board of Directors:

  1. To control, manage and administer the FLAGD in the interim between meetings of the General Assembly.
  2. To provide for the maintenance and supervision of all property owned or operated by the FLAGD.
  3. To determine the place and date for holding the General Assembly and to approve an overall meeting schedule for the coming year.
  4. To approve a budget for the coming year and to see that all FLAGD accounts are examined in detail and audited on a regular basis.
  5. To review all Council and Committee reports and take appropriate action on them.
  6. To approve the report of the Nominating Committee and submit it for publication to the general membership at least thirty (30) days prior to the General Assembly.
  7. To review all proposed Component Charters and make recommendations for establishing their geographical boundaries before they are acted upon at the General Assembly.
  8. To periodically assess the needs of the members and to develop plans to see that those needs are met.
  9. To act upon recommendations from the President on Council and Committee appointments including the removal of those Council or Committee Members either unwilling or unable to function in their assignments.
  10. To make recommendations to the General Assembly with regard to the removal of any Officer or Director.

Section 4.  Executive Committee

It shall be the power and duty of the Executive Committee to control, manage and administer the FLAGD in the interim between meetings of the Board of Directors.

The Executive Committee can meet via teleconference or any other electronic means at the call of the President.  The Secretary shall assume the responsibility for advising each Executive Committee member of the meeting at least ten (10) days in advance.  A majority of the Executive Committee shall constitute a quorum.

Section 5.  Removal  Proceedings

A Board member may be removed from office, including any Officer, based on a recommendation from the Board of Directors consisting of a majority vote of the members of the Board present and voting and a two-thirds (2/3) vote of the members attending a meeting of the General Assembly announced to the entire membership at least thirty (30) days in advance of the meeting.

Section 6.  Travel and Expense Reimbursement Policy

  1. All Executive Committee members and Directors at Large will be reimbursed for transportation costs [as defined in the Florida AGD Policy Manual] to attend all Board Meetings.
  2. It shall be the responsibility of the Components to reimburse their Component Directors for attendance at any and all Board meetings.
  3. The most current FLAGD Travel and Expense Reimbursement Policy will be maintained in the FLAGD Policy Manual.

CHAPTER V

                                                                        Officers

Section 1.  Officers

The Officers of the FLAGD shall be a President, President-Elect, Vice President, Secretary, Treasurer, Editor and Immediate Past President.

Section 2.  Terms of Office

The President, President-Elect, Vice President, and Secretary shall each serve a one-year term.  The Treasurer and Editor shall each serve two-year terms, and may be eligible for re-election. The election of the Treasurer and Editor shall be held in alternating years.

Section 3.  Vacancy in Office

In the event of a vacancy for any reason in the office of President-Elect, Vice President, Secretary, Treasurer or Editor, the President, subject to the approval of the Board of Directors, shall appoint an interim successor to serve until the next meeting of the General Assembly at which time an election will take place.

Section 4.   Duties of the Officers

  1. President: It shall be the duty of the President:
  2. To serve as an official representative of the Florida AGD in its contact with government, civic, business, and professional organizations for the purpose of advancing the objectives and policies of the FLAGD.
    2.   To serve as a non-voting consultant on all FLAGD Committees.
    3.   To preside at meetings of the General Assembly and the Board of Directors.  At both meetings, he/she shall have the right to vote only in the event of a tie.
    4.   To appoint members to vacancies on Councils and Committees subject to the approval of the Board of Directors.
    5.   To appoint a Parliamentarian.
    6.   To submit an annual report to the General Assembly.
  3. President-Elect: It shall be the duty of the President-Elect:
  4. To serve as Council/Committee Chair for all Councils and Committees
    that are not otherwise filled.
    2.   To succeed to the Office of President at the start of the Fiscal Year.
    3.   To attend all important functions of the FLAGD.
    4.   To preside in the temporary absence of the President at meetings of the General Assembly or Board of Directors.
    5.   To cooperate with the President and familiarize himself/herself with the duties of that office.
  5. Vice President: It shall be the duty of the Vice President:
  6. To assist the President and the President-Elect in the performance of their duties and to fulfill those duties in their absence.
    2.     To be a non-voting consultant to all Councils and Committees.
    3.     To serve as a member of the Board of Directors.
    4.     To serve as Presiding Officer in the absence of both the President and President-Elect.
  7. Secretary: It shall be the duty of the Secretary:
  8. To keep minutes of all meetings of the Board of Directors and the General Assembly.
    2.    To be the custodian of all the records and properties of the Florida AGD.
    3.    To notify Council and Committee members of their appointments.
    4.    To countersign all citations, certificates, and testimonials.
    5.    To conduct correspondence on behalf of the Florida AGD.
    6.    To notify all members of General Membership meetings, including the Annual Business session, at least thirty (30) days in advance.
    7.    To notify all members of the Board of Directors of meetings at least twenty (20) days in advance.
    8.    To notify all members of the Board of Directors or Executive Committee Members of teleconference meetings at least ten (10) days in advance.
    9.    To advise new members that they have been approved by the FLAGD Board of Directors.
    10.  To file all corporate papers annually with the Secretary of State’s office.
  9. Treasurer:  It shall be the duty of the Treasurer:
  10. To keep adequate and proper accounts of the properties and funds of the Florida AGD.
    2.   To maintain an up-to-date roster of all members and keep an accounting of their dues.
    3.  To deposit or cause to be deposited all monies and other valuables in the name of and to the credit of the Florida AGD.
    4.   To distribute the funds of the Florida AGD as may be directed by the Board of Directors.
    5.   To sign all checks.
    6.   To prepare a budget for review and approval by the Board of Directors.
    7.   To cause to be bonded all persons authorized to handle the FLAGD’s funds.
    8.   To file all necessary financial statements and forms with the Internal Revenue Service, as appropriate.
  11. Editor: It shall be the duty of the Editor:
  12. To serve as a member of the Board of Directors with the right to vote.
    2.   To assume full responsibility for the FLAGD’s publications and to exercise all editorial control for these publications subject to policies established by the Board of Directors and the General Assembly.
    3.  To assume full responsibility for the Florida AGD’s web site and to exercise all editorial control of its content, subject to policies established by the FLAGD Board of Directors and the General Assembly.
  13. Immediate Past President: It shall be the duty of the Immediate Past President:
  14. To serve as Parliamentarian of the FLAGD at all appropriate meetings.
    2.  To advise the President and the Board as needed.
  15. Executive Director/Executive Secretary: The FLAGD may hire an Executive Director/Executive Secretary with duties and responsibilities as delineated in the FLAGD Policy Manual, including (but not limited to) the following:
  16. To keep the minutes of all meetings.
    2.    To serve as custodian of all records.
    3.    To maintain a complete set of financial records for use by the Treasurer, Budget & Finance Committee, Accountant, Auditor, and other such interested parties.
    4.    In coordination with the Treasurer and the Budget & Finance Committee, to provide all bookkeeping services for the FLAGD in accordance with Generally Accepted Accounting Principles.
    5.   To handle all correspondence for the Florida Academy of General Dentistry.
    6.    To send notification of meetings.
    7.    To prepare a Calendar of Events.
    8.    To arrange meeting spaces and announcements
    9.    To attend the National AGD and the Florida AGD Annual Business Meeting as well as any caucus of the Region of which Florida is a member.  The purpose will be to serve as a resource person for the Delegates from Florida.
    10.  To Publish and Distribute the Newsletter.
    11.  To coordinate with Councils and Committees.
    12. To assist in the management of Continuing Education Courses in coordination with the Program Chairperson.
    13.  To staff the Office of the Florida Academy of General Dentistry.
    14.   Travel:

At the direction of the Board of Directors or the President, the Executive Director/Secretary shall travel to specified meetings.  Coach airfare and incurred expenses or per diem (if overnight) shall apply.  If automobile is used, current mileage allowance by IRS shall apply in addition to the per diem.
CHAPTER VI

Councils and Committees

Section 1.

The President, with the approval of the Board of Directors, shall make all Council and Committee appointments.  Each new President, with the approval of the Board of Directors, shall designate one particular Council or Committee Member to serve as Chairperson, regardless of the length of that individual’s term on the Council or Committee.  Council or Committee members may be removed by a majority vote of the Board upon the recommendation of the President.

Section 2.  Councils

The composition and responsibilities of each Council are as follows:

  1.   Council on Constitution and Bylaws:  Shall be composed of three (3) members including the Chairperson, who shall be the Vice-President.  The Council shall:
  2. Study and make recommendations to both the Board of Directors and the General Assembly on any proposed change in the Constitution and Bylaws.
    2.    Recommend amendments, modifications, or interpretations of the Constitution and Bylaws of the Florida AGD.
    3.    Maintain a file of copies of Component AGD Constitution and Bylaws.
  3. Council on Continuing Dental Education (PACE): Shall consist of no fewer than three (3) members including the Chairperson.
  4. This Council will have the responsibility for determining whether continuing education courses offered within the FLAGD’s jurisdiction should be recognized for Fellowship and Mastership credit in accordance with the guidelines established by AGD Headquarters.
    2.     This Council is also charged with approving applications for Florida PACE providership.  The Committee will meet monthly to review applications received.  The PACE Committee shall further review and make changes to the FLAGD’s PACE application and guidelines.
  5. Council on Dental Care: Shall consist of three (3) members including the Chairperson.  The Council shall:
  6. Investigate and continually study any dental care programs, including third party programs, existing within the state, that have an effect on the general practice of dentistry.
    2.    Establish a liaison with the dental care committee of the Florida Dental Association.
    3.    Communicate, subject to the approval of the Board of Directors, AGD recommendations for improving specific dental care programs.
    4.    Answer surveys from AGD Headquarters.
  7.   Council on Legislative and Governmental Affairs: Shall consist of three (3) members including the Chairperson.  This council shall assume the following responsibilities:
  8. Establish liaison with the Florida Dental Association to determine what legislative proposals are to be introduced into the state legislature for the coming year.
    2.    Provide recommendations on positions to be taken by the FLAGD with regard to legislative proposals being considered in the state.
    3.   Work with AGD Headquarters, which through the use of a legislative or regulatory monitoring service, identifies pertinent legislation/regulation, adopt and advocate appropriate positions.
    4.    Attend the meetings of the Florida Board of Dentistry.
    5.    Answer surveys from AGD Headquarters.
  9. Membership Council: Shall consist of a Chairperson and members selected by the President.  The President-Elect and Vice President will be ex-officio members of this Council.  This council shall have the following responsibilities:
  10. Assume the responsibility for an ongoing membership recruitment campaign.
    2.    Develop programs for recruiting and retaining members of Florida AGD.
  11. Public Information Council: Shall consist of three (3) members including the Editor and Chairperson who shall be designated as the Public Information Officer.  This council shall assume the following responsibilities:
  12. Place news releases about FLAGD activities in:
    a.     State and local dental publications.
    b.     The lay press.
    2.      Coordinate the distribution of broadcast public service materials in the state.
    3.      Assure that releases concerning individuals who have achieved Fellowship or Mastership status appear in local newspapers.
    4.     Develop and coordinate special public relations events, such as health fairs, family dental health days, SmileLine, poster contests, etc.
    5.    Coordinate a speakers bureau for use by local lay groups and the media.

Section 3.  Committees

The President, with the approval of the Board of Directors, may name standing and ad hoc Committees as necessary to accomplish the goals of the Florida AGD.  In addition, the FLAGD shall also have the following Committees:

  1. Nominating Committee: The Nominating Committee shall be composed of the Board of Directors, with the President-Elect serving as Chairperson.  It shall be the duty of this committee to nominate at least one (1) candidate for each elective office. If more than one (1) candidate is proposed for any office, the Nominating Committee shall select only one (1) candidate by secret ballot.  The balloting will continue until one (1) candidate has a simple majority of the votes of the Nominating Committee for any given office.

The Immediate Past President of the Florida AGD shall preside at the meeting of the Nominating Committee.  In the absence of the Immediate Past President, the Constituent AGD President or the presiding officer at the Board meeting shall act as chairperson without the right to vote.  Said nominees shall be known to the membership at least thirty (30) days prior to the General Assembly.

  1. Program Committee: Shall consist of members selected by the President with the approval of the Board of Directors.  This committee shall assume the responsibility for developing a Continuing Education course schedule subject to the approval of the Board of Directors.  The committee shall assume the responsibility for contacting Speakers and making the necessary arrangements for each Continuing Education meeting of the FLAGD.
  2. Budget and Finance Committee:  The Budget and Finance Committee shall consist of the Treasurer, Secretary, and one additional member selected by the President with the approval of the Board of Directors.  The Chairperson shall be the Treasurer. This committee shall assume the responsibility for developing an operating budget to be reviewed and approved by the Board of Directors.
  3. Personnel and Office Management Committee:  The Personnel and Office Management Committee shall consist of the Vice President, the Treasurer and the Immediate Past President, who shall serve as Chair.
  4. Audit Committee: The Audit Committee will be responsible for the planning and review of the FLAGD audit, audited financial statements, internal accounting controls and accounting procedures and policies. Also, the Committee will review and make recommendations for audit and tax proposal engagement agreements for presentation to the Board of Directors.

The Committee will consist of three members, each of whom shall be a Past President or Past Treasurer of the FLAGD.

The charge of the Audit Committee is further defined in the FLAGD Policy Manual.

  1. Judicial Committee:  The Judicial Committee shall monitor the Board of Dentistry’s disciplinary actions and bring to the FLAGD Board the names of any FLAGD members whose licenses have been revoked, in addition to such other responsibilities as the FLAGD Board may subsequently designate. This committee will consist of three FLAGD members, and the Chair will be the FLAGD President-Elect.
  2. Awards Committee:  The Awards Committee shall establish annual Achievement and Merit awards for FLAGD members, solicit candidates and select the winners of these awards. The Committee will consist of two former Presidents of the FLAGD and the Immediate Past President, who shall serve as Chair. The Regional Director will sit ex officio on this Committee.
  3. Ad Hoc Committees: The President, with the approval of the Board of Directors, shall have the authority to appoint ad hoc committees that are necessary to fill the needs of the Organization.  All ad hoc committees shall be terminated no later than the end of the incumbent President’s term of office.

Section 4.  Transaction of Business

In order for any Council or Committee to transact business, at least a majority of its members must participate in the decision.  On mail, telephone or e-mail votes, all members must be contacted.   In all instances, applicable Florida law may apply and may supersede these provisions.  All members of a Council or Committee must be duly notified in writing or electronic means of the time and place of the meeting at least ten (10) days before it is to take place.

CHAPTER VII

Indemnification

Each officer, director, council member, committee member, employee and other agent of the FLAGD, who was or is a party to any action, suit or proceeding by reason of fact that he or she is or was an officer, director, council member, committee member, employee or other agent of the Florida AGD shall be held harmless and indemnified against all costs, expenses, attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Florida AGD, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, provided that no indemnification shall be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances in the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.  The indemnification provided by this chapter shall insure to the benefit of the heirs, executors, and administrators of such person entitled to the indemnification under this chapter.

CHAPTER VIII

Amendments

Section 1.

The Bylaws may be amended by an affirmative vote of at least a majority of the General Assembly members present and voting at the Annual Business Meeting of the FLAGD, provided that a copy of the proposed amendment has been made available to the members of the FLAGD at least thirty (30) days before the meeting at which such action is proposed to be taken.

Section 2.

An active or emeritus member may propose amendments to the Bylaws by submitting them in writing to the Secretary at least sixty (60) days prior to the Annual Business Meeting.  The Secretary shall be responsible for seeing that all members of the FLAGD are notified of the proposed amendments at least thirty (30) days prior to the Annual Meeting.